We have reviewed your request to establish a wholly owned foreign subsidiary to be located and organized under the laws of Bermuda. The application was filed by Centier Bank ("the Bank") pursuant to Section 347.108(d) of the Federal Deposit Insurance Corporation's ("FDIC's") Rules and Regulations. It is understood that the foreign subsidiary will only hold and manage a portion of the Bank's investment portfolio. Pursuant to the authority vested in me by the FDIC's Board of Directors, I have today approved the application.

Your application was approved subject to the following conditions:

1. In addition to the records, controls, and reports required under Section 347.110(a) of the FDIC's Rules and Regulations, the Bank shall take all steps within its control to ensure that the Bermuda subsidiary and its directors, officers, employees, agents, independent contractors, and affiliates provide the Bank with access to information and records concerning the Bank's Bermudan business operations and transactions as permitted under Bermuda law. In addition to the requirements of Section 347.110(b) of the FDIC's Rules and Regulations, the Bank shall, upon request in connection with an FDIC examination of the Bank, or otherwise, provide such information to the FDIC.

2. All necessary and final approvals shall have been obtained from the appropriate state, federal and foreign authorities.

3. That consent is granted based on the facts and circumstances presented or otherwise known to the FDIC in connection with this request. The Bank shall notify the FDIC of any significant change in facts or circumstances, and the FDIC shall have the right to alter, suspend or withdraw its approval.

4. If the proposed subsidiary has not been established within twelve months from the date of this Order, or unless, a request for an extension of time has been approved by the Chicago DOS Regional Director, the consent granted shall expire at the end of the said twelve month period.

Questions relating to this matter may be referred to Assistant Regional Director Raymond L. Brennan or Case Manager Peter C. Argianas in the Chicago Regional Office at (312) 382-7500.